SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
December 7, 1995
Date of Report (Date of earliest event reported)
DELPHI FILM ASSOCIATES
II
(Exact name of registrant as specified in its
charter)
New York 0-11915 13-
3133772
(State or other (Commission (IRS
Employer
jurisdiction of incorporation) File Number)
Identification No.)
666 Third Avenue, New York, New York
10017
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area
code 212-983-9040
Item 2. Acquisition or Disposition of Assets
Columbia Pictures Industries, Inc. ("Columbia") and TriStar
Pictures, Inc. ("TriStar") offered to purchase from Delphi Film
Associates II (the "Partnership") its interest in Columbia-Delphi
Productions II (the "Columbia Joint Venture") and in Tri-Star-
Delphi II Productions (the "Tri-Star Joint Venture"),
collectively (the "Joint Ventures")for $625,000 and $25,000,
respectively. The General Partner, on behalf of the Partnership,
accepted this offer. The definitive documentation for these
transactions (the "Transactions") was executed and delivered on
December 7, 1995 and is retroactively effective as of December 1,
1995 (the "Effective Date"). The Partnership received the
aggregate sale proceeds of $650,000 on December 8, 1995. The
gain to be recognized from the Transactions will approximate
$258,000, representing $650,000 less the amounts recorded by the
Partnership as receivables from the Joint Ventures as of the
Effective Date. The sale proceeds, less Partnership expenses and
a reserve for expenses, will be distributed to partners in
accordance with the Amended and Restated Limited Partnership
Agreement (the "Partnership Agreement").
Item 5. Other Events
The Partnership received the proceeds from the sale of its
interest in the Joint Ventures on December 8, 1995. As a result
of the sale of its interest in the Joint Ventures, the
Partnership dissolved in accordance with the provisions of the
Partnership Agreement.
On December 19, 1995, the Partnership made a final cash
distribution to its limited partners in the amount of $720,960
($60.08 per unit). On December 19, 1995, the Partnership made a
final distribution to the General Partner in the amount of
$7,282. In addition, on December 15, 1995, the Partnership
transferred approximately $229,000 to the General Partner, as a
reserve to pay and/or otherwise satisfy liabilities and/or
obligations of the Partnership that presently exist or that are
expected to arise in the future. These distributions and
payments represented the final distributions of the Partnership.
Accordingly, the Partnership has been effectively liquidated and
terminated.
Item 7. Financial Statements, Pro forma Financial Information
and Exhibits
Pro forma financial information.
The following unaudited pro forma financial information
reflects the Transactions as if they had occurred as of January
1, 1995 or January 1, 1994, respectively. The results of
operations for the nine month period ended September 30, 1995 and
the year ended December 31, 1994 would not have reflected the
Share of Profit in Motion Picture Venture--Columbia-Delphi
Productions II. In addition, the results of operations for the
nine month period ended September 30, 1995 and the year ended
December 31, 1994 would reflect the gain on sale of interests in
the Joint Ventures, interest income from short-term investments
retained after distributions to partners and would provide for
operating expenses to liquidate the Partnership. Giving effect
to the Transactions, as if they had occurred on January 1, 1995
and January 1, 1994, respectively, the pro forma net income for
the nine month period ended September 30, 1995 and the year ended
December 31, 1994 would have been approximately $55,000 and
$122,000, respectively. Net profit (loss) per unit of limited
partnership interest is calculated in accordance with the
Partnership Agreement. For the nine month period ended September
30, 1995 and the year ended December 31, 1994, the pro forma net
profit per unit of limited partnership interest would have been
approximately $5 and $10, respectively, as compared to the stated
net loss per unit of limited partnership interest of $17 and $12,
respectively. In addition, if the Transactions and distribution
to partners had occurred as of September 30, 1995, the balance
sheet as of that date would have only reflected cash and accrued
expenses necessary to liquidate the Partnership.
Exhibits
10.1 Purchase and Sale Agreement dated as of December 1, 1995-
Interest in Columbia-Delphi Productions II.
10.2 Purchase and Sale Agreement dated as of December 1, 1995-
Interest in Tri-Star-Delphi II Productions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DELPHI FILM ASSOCIATES II
A New York Limited Partnership
By: THE DELPHI ORGANIZATION,
General Partner
By: ML Film Entertainment Inc.,
Managing Partner
December 20, 1995 /s/ Diane T. Herte
Date Diane T. Herte
Treasurer of the Managing Partner
of the
General Partner
(principal financial officer and
principal
accounting officer of the
Registrant)
December 20, 1995 /s/ Steven N. Baumgarten
Date Steven N. Baumgarten
Director and Vice President of the
Managing Partner of the General
Partner